Mutating Spider-Man
by Supernaturalbeliever101
Summary: Peter Parker is your average teenager. Or he was. Then he got bit by a radioactive spider and everything started changing - slowly. This is your average Spider-Man story with a twist. Rest of the summary inside.
1. Waking Up

Summary: Peter Parker is your average teenager. Or he was. Then he got bit by a radioactive spider and everything started changing - slowly. This is your average Spider-Man story with a twist. Peter Parker doesn't wake up the next day with the abilities of a spider, instead his mutation comes slowly. And even when he thinks he's done mutating, he's not. Bit by bit Peter becomes the Spider-Man that he truly is. Part man. And part spider.

Disclaimer: I do not own Spider-Man.

A/N I promise I won't do too many of these, but I figured I'd give you a heads up. I'm a huge Spider-Man fan and this is my first fanfic that I'm writing and hopefully it lives up to expectations. I will try my best to update once a week and not let this story die. As always, this story is dedicated to Stan Lee. Thank you for reading and let me know what you think!

My name is Peter Parker and I am your average high schooler. Except for one thing. I'm a nerd. I am one of the top students, if not the top student of one of the best STEM schools in the country: Midtown High. I am a freshman at Midtown and right now I should be waking up.

"Peter, you need to get up and start getting ready for school," Aunt May shouts up the stairs. "Don't make me sick your Uncle Ben on you!"

"Ugh," I groan, rolling over in my bed and pulling the covers tighter around me. "I don' wanna."

I hear the door creak open as a man with brown hair creeps into the room. "PETER!" Said man shouts while forcefully shaking me awake.

"Uncle Ben!" I yell as I jump out from under the safety of my blankets. "Was that necessary?"

"Not really. It was fun, though. Now that you're up, get dressed and come down to eat breakfast."

I grab my glasses from my bedside table and get up to dig through my dresser. I throw on a pair of blue jeans and a shirt that reads, 'you matter, unless you multiply yourself by the speed of light squared. . . then, you energy'. I go into the bathroom and finish taking care of my daily needs; after all, hygiene is important. I grab my backpack and walk down the stairs.

"Peter, if you don't hurry up you'll be late," Aunt May chastises. "Don't you remember your field trip today?"

"Oh yeah! I've been looking forward to this ever since I heard about it. We're going to OsCorp and they're going to let us see some of the science they do. Maybe they'll let us see their work on cross-species genetics. Ned and I have been talking about this all-"

"Peter if you don't stop talking you won't be able to eat your breakfast and you'll be late," Uncle Ben cut him off. I wolf down the plate of French toast and eggs and rushe out the door.

"Peter!" Aunt May yells out in exasperation. I run back through the door and Aunt May hands me a slip of paper, "You might want this." It's the signed sheet that I need to hand to my teacher in order to go on the tour.

"Thanks, Aunt May!" I run to school and areive right as my class is boarding the bus.

"Dude! I thought you weren't going to make it," someone shouts out from the crowd of students. I zero in on my best friend, Ned Leeds and stride through the crowd to get to him and we do our secret handshake.

"I almost didn't. I had to run the entire way here, man."

"You have the paper, right?"

"Right here. I almost left without it, but Aunt May called me back. Thank gosh."

The line of students eventually thinned down and Ned and I make it to the entrance of the bus. We hand our slips to Mr. Harrington, the teacher of the class that's going to tour OsCorp. A few more students climb onto the bus and off they go.


	2. The Beginning

"Peter. Peter, Peter, Peter. Isn't this so cool?" Ned asks, shaking me by the shoulder.

"It totally is, dude. This is awesome. The only thing better than a tour of OsCorp Industries is Stark Tower."

"Peter, I expected better of you," Ned gave me a 'look'. It said 'I'm so disappointed in you'. "It's called Avengers' Tower now."

I face-palm. "Frickity-frack on a stick. You're right, Ned. I can't believe I did that. The Avengers are my favorite heroes."

"I know! Isn't Bruce Banner the best?" Ned gushes.

"We both know I like Tony Stark more, but Dr. Banner is definitely the second best."

"Peter. Ned. Pay attention," Mr. Harrington calls over to us.

"That's what you get, Penis," Flash sniggers quiet enough for only us two to hear.

"Just ignore him. Just ignore him," I chant under my breath. The class continues to walk and listen to our tour guide drone on about one thing or another. We come to a stop by a containment area that looks like it's holding . . . spiders? Sweet! Spiders are so cool!

"This is OsCorp's newest study. We are trying to create a biocable similar to the spiders' silk. What you see here are a few different species of spiders we are testing on. Now, I cannot tell you what tests we are giving them because most of this project is top secret," our tour guide explains.

"A few?" Ned whispers to me looking at the few dozen different species of spiders contained.

"Yeah, didn't you know that there are over 43,000 different species of spiders? This is so cool! Spiders are awesome! I wonder how OsCorp is going to use this biocable?" I whisper back, bouncing on my toes with thinly concealed excitement.

"Now I'm afraid that concludes our tour for today and it is time to let you go home," our tour guide announces.

"Thank you so much for that wonderful tour. I'm sure my students all enjoyed it," Mr. Harrington said.

There is one thing that none of us noticed as we started heading out. A single spider had gotten loose and was climbing over our shoes. In what seemed to be its final hope to survive it climbed up my shoe and onto my leg. Of course I didn't notice this until it was too late. It finished its climb up me and bit down on the back of my neck.

"Ah!" I quickly stifle my scream as my hand reaches back and smacks the back of my neck.

"Dude, are you okay? What was that?" Ned asks me. It seems like he was the only one to notice.

"Ah, it was nothing. I just had this sudden, itch. Yeah, itch. You know the kind of itch that comes out of nowhere and at first it's kind of like a stabbing pain, then it starts itching," I cover quickly, scratching my neck. I hope he buys it.

"Yeah, I know what you're talking about. I hate when that happens," Ned agrees with me, nodding his head. Oh, thank gosh. He bought it. I take my hand off my neck and keep it closed. It feels like there's something in there. Ned and I continue talking about what we saw during the tour as we board the bus. Ned walks in the bus ahead of me so I take this chance and open my hand and what looks like a spider is in it. The spider must have bitten me because it was scared and I killed it. Poor spider. I stick it in my pocket and sit down next to Ned. It's starting to get a little warm in here.

"Alright, kids," Mr. Harrington calls out over the din, "I hope you payed attention during the tour because there will be a quiz tomorrow. As the tour did take all day, when we get back to the school you will get to go home. I will see you all tomorrow."

"Hey, Ned, is it hot on this bus or is it just me?" I ask wiping sweat off my forehead.

"I think it's just you, Pe-," Ned cut himself off as he turned to look at me. "Peter? Are you okay? You don't look so good."

"I-I'll be f-fine. I just need t-to get home and s-sleep for a bit." Ned kept asking me questions on how I felt until we pulled into the school's parking lot.

"C'mon, I'll walk you home."

"Ned, you don't have to do that! You live in the opposite direction!"

"Yes, I do, Peter. You look like you're about to pass out. Plus, you only live a few blocks away. It's not that far."

"Okay, Ned. I give in. You can walk me home."

"Wow, you really must be sick to give up that easily," he jokes. "Who are you and what did you do to Peter Parker?"

He's right, though. I really don't feel good. I'm exhausted and hot and a bunch of other things I don't feel like describing. It's so bad that I completely forget about the spider in my pocket. "Oh har-de-har Ned. Let's just get me home."

On our walk back to my house I stumble a few times and Ned has to catch me. The more time progresses, the weaker I feel. Even though we are only walking a few blocks it feels like it's taking forever. By the time we reach the door I am fully leaning on Ned.

Ned opens the door and shouts for Aunt May and Uncle Ben. "Mr. and Mrs. Parker! I don't think Peter feels too well. He looks like he's about to pass out."

Aunt May emerges from the living room with Uncle Ben following her. "Ned, how many times do we have to tell you to call us May and Ben?" May scolds Ned. "Wait, what's wrong with-?" That is the last thing I hear and all I see is black.

The first time I wake up, (that I remember) I'm not sure what's going on, but it seems as though everything is not quite as blurry as usual and it's still dark out. The next thing I know is I'm waking up again and I can tell the sun is shining through my window, even with my eyes closed. "Ugh," I groan, not wanting to open my eyes as I can tell it's going to be bright.

"Peter! You're awake!" Uncle Ben says.

"Uncle Ben," I gripe, my eyes still closed, "it's too early for this. Can't you quiet down?"

"Peter, it's noon and it's Thursday. You've been in and out of consciousness with a fever for two days. Your fever finally broke last night. If it didn't we would've called the hospital."

"What!" I cry out, shooting up from my bed and finally opening up my eyes. I was right, it is bright. I squint my eyes until I get used to the brightness and continue what I was saying. "What do you mean I was out of it for two days?!"

A few minutes after you and Ned walked through the door you passed out and Ned helped me carry you to your bed. He wouldn't leave until his mom called him and told him to come home. It should be about lunchtime at the school; you should call him."

"Okay, Uncle Ben, I will." I put my glasses on and grab my phone to call Ned. I notice as I'm scrolling through my contacts that everything is a little blurry. Not as bad as it is without my glasses, but still noticeable. Oh, please don't let my eyesight get any worse. If it does, it won't be long until I'm legally blind. I select Ned's number and wait for him to pick up. He does after the first ring.

"Peter! Dude! Are you okay?"

"Yeah, I'm fine. I just woke up and Uncle Ben told me what happened. I'll probably go back to school tomorrow."

"Yes, please do. It's so lonely without you here. I have no one to talk to. Lunch is almost over so I gotta go. I'm glad you're feeling better. Bye, Peter."

"Bye, Ned."


	3. The Eye Doctor

Disclaimer: I do not own Spider-Man

I walk down the stairs and Aunt May is making lunch. "Hey, Aunt May, smells good. What are you making?"

"Oh, Peter! You startled me. I'm glad you're awake. We were getting so worried about you. Your uncle and I took the rest of the week off. I'm making tacos for lunch. Why don't you go sit down at the table with Ben and I'll be out with lunch in a bit."

"Okay, Aunt May. I love you."

"Love you, too, Peter."

I walk into the dining room and see Uncle Ben reading the paper. I sit down at the table and wait for Aunt May to come in. She comes in a few minutes later and sets lunch in front of us. Uncle Ben puts down his paper and we start eating.

"So, Pete, I'm glad you're feeling better, but are you sure you're one hundred percent?" Uncle Ben asks me.

"Yes, Uncle Ben, I feel fine. I should be good to go back to school tomorrow, even. Although-"

"I don't know, Peter," Aunt May cuts me off. "Maybe you should stay home, just in case.

"You might be right Aunt May. I think I need my eyes checked. I think they might be getting worse. I'm wearing my glasses, but everything is still a little blurry. I should probably stay home from school so I can go to the eye doctor tomorrow. I'll call Ned when he gets out of school to let him know."

"Okay, Peter. Why don't you go get your bedding for me so I can wash it while Ben calls to make your appointment."

I head up the stairs and strip my bed of its blankets and sheets. I go to change my clothes since I've been wearing them for a couple days on top of being sick in them when I remember the spider that bit me at OsCorp. I reach into my pocket and find that it's still there. I take it out and start to examine it.

It looks weird. It seems like it could be a combination of a jumping spider, a widow spider, and a little bit of a tarantula. I look a little closer and I see what could be some other breeds I don't recognize. What did they do to it? On top of that it is colored a red and blue. I've never seen a spider like this before. Maybe it's one of the spiders they were experimenting on. But how could it have escaped? I wonder what they were doing to the spiders? Wait. They were experimenting on these spiders, doing who knows what, and one of them bit me! Oh, gosh. No wonder I got sick. Who knows what that spider injected into me. At least it's passed and whatever was in my system should be gone now. I finish getting ready and head down the stairs with my bedding.

"It took you long enough. What were you doing up there?" Aunt May asks me. "No, wait. I don't know if I want to know."

"Aunt May, i-it was n-nothing like th-that," I stammer. "I was just stripping my bedding and taking a shower. You know, cleaning myself up."

"I know, Peter. I was just kidding."

"I made the appointment for 11:30 tomorrow morning. What do you two say to going out for lunch afterwards?" Uncle Ben announces, walking into the laundry room.

"Sure. Can we go to McDonald's?" I ask with my eyes wide.

"Haha. Okay, Peter. We can go to McDonald's. If it's alright with May, that is."

"Aunt May, can we go, please? Please, please, please, please?" I turn my puppy dog eyes onto her. No one can resist them.

"Okay, okay. I cave. We can go to McDonald's, just turn those things off."

"Yes! Thank you Aunt May and Uncle Ben!"

I head back upstairs and work on the homework that was supposed to be done two days ago. I still can't believe I was out of it for two days! At least it's out of my system now, or, should be. I shiver, hoping I didn't just jinx myself. Well, with that thought, I decide to actually start on my technically overdue homework, even if I was sick.

"Peter, Ned's here!" Aunt May calls up the stairs right as I finish my homework. Ned comes up the stairs and I let him into my room.

"Hey, Peter. Thought I'd grab your homework that you missed."

"Ugh, Ne-ed," I groan, "I just finished the homework from before the field trip, then you come and bring me more!" Ned just laughs at me. "Oh, yeah! I hate to break it to ya, but I won't be in school tomorrow. I have an eye doctor appointment at 11:30 tomorrow morning. I think my eyesight's getting worse."

"Dude, that stinks. Your eyesight is horrible as it is. If it gets much worse I swear you'll be blind."

"Yeah, it- wait. How do you know how bad my eyesight is?"

". . ." Ned fidgets under my stare. "I may, or may not have, umm. . . tried on your glasses when you were passed out?"

"Is that a question or an answer?"

"Answer?"

"Really, Ned? Really?"

"What? I was curious. You should've known it was going to happen sometime."

"Yeah, I did," I sigh.

"Wait. You said you weren't going to school tomorrow? Why?! Why have you betrayed me?! Now what am I supposed to do at school? I'll be so bored. Again! You lied to me! You better be back on Monday."

I promise I'll be back to school on Monday. I feel a lot better. It must have been the flu or something."

"Good. I'm glad you're feeling better. So what do we want to do? Oooh. I have a new LEGO set we can play with sometime."

"How about we just watch Star Wars."

"Okay, sounds good."

We head down to the living room and pop the DVD in. We binge watch Star Wars until it's time for Ned to go home. After Ned leaves I head to bed early because for some reason I'm still tired. I change into my Iron Man pajamas, lay my head down, take my glasses off, and I'm out. While I'm asleep, I dream.

My dream is pretty weird. I dream that there's a bunch of spiders all around me and it feels very comfortable. More so than I've ever felt before. It makes no sense. I mean, I like spiders more than the average person, but with this many spiders I don't know who wouldn't freak out. I'm just standing in the middle and they're crawling all around me. It looks like they're all making a web. . . no, it looks like they're making a cocoon. I think they are making it around me! I'm still calm, though. I should be freaking out, but I'm not. They've barely started the cocoon when I wake up.

I wake up and the clock reads 10:45. I get ready and head downstairs. Aunt May and Uncle Ben are already at the table eating breakfast. I reach the bottom of the stairs and my stomach growls. Loudly.

"You better get down here and eat some breakfast," Uncle Ben manages to say between laughs. My cheeks turn red and I turn to go to the kitchen and make myself a bowl of cereal.

"Alright, Peter, when you're finished we'll head to your appointment," Aunt May tells me.

I finish my breakfast and we climb into the car. After we make it through New York traffic we arrive at the office with five minutes to spare.

"Peter Parker," the receptionist calls out after we've been sitting for a bit, "Dr. Malir will see you now." Uncle Ben and Aunt May stay in the waiting room while I go back to get my eyes examined.

"So, Peter, I've heard that your sight has been bugging you. Can you tell me what's going on?" Dr. Malir asks me as I sit in the chair.

"Well, I noticed yesterday when I woke up and put my glasses on that everything is a little blurry. It's not as bad as it is without my glasses, though," I explain.

"Okay, Peter. I'm going to give you the normal test and see if I can figure out what's wrong from there." We proceed with the test and finally I'm done. Dr. Malir looks through the results and compares them to my normal ones.

"Well, it seems that we have good news," he begins.

"Really? What is it?" I interrupt.

"It seems that your eyesight is improving. Only a little bit, but it may be that it continues this pattern. Why don't you come see me again in about a month. I'll make a new prescription for you and you should have your glasses in a few days."

We head back to the front and he hands the receptionist the papers he was writing on. We make a date for the next appointment and I go back to Uncle Ben and Aunt May. I tell them what Dr. Malir said and when the next appointment is while we head back to the car.


	4. Something Different

A/N - So, quick note. My break is over, so I'm going back to work tonight. I'll try to start updating every Friday/Saturdayish. Another thing. I'm warning everyone who's reading this story that I have a tendency to get stuck on chapter 5, but I will try my hardest not to. And I'll give you a hint: it starts to pick up a bit in this chapter.

Disclaimer: I do not own Spider-Man.

It's Monday and I'm finally back to school. After all, I promised Ned I'd be back. It took me a few hours to finish my homework from all the days I missed. It's not that it was hard, there was just so much of it. The days off that I was conscious for were nice while they lasted. Nothing too weird happened except for that dream. I can't seem to get it out of my head. Oh, and the fact that I'm seeing a lot more spiders around the house. Or maybe I'm just noticing them more. I haven't really decided what I'm going to do with that spider that bit me yet, so I just put it in a container and hid it in my room. Hopefully nobody finds it.

"Dude! You're back," Ned calls down the hall when I finally make it to my locker.

"I told you I would be. What, didn't you believe me?"

"No, I did. Let's just get to class before Flash finds us."

Ned and I got lucky this year because we share almost every class together. Even the dreaded PE. Our first class of the day is English, but unluckily for us Flash is in it, too. We make our way in with a few minutes to spare. Only a few people are in there before us and Ms. Garns is sitting at her desk. Ms. Garns is in her late 20s, average weight and height with dirty blonde hair. We got lucky and Flash comes in right as the bell rings.

I can feel Flash glaring at the back of my head the entire way through class. I don't think I'm going to make it to my next class without him catching up to me. The bell rings, I look at Ned and we book it out of there as fast as we can. The only problem is that we had to stop at our lockers to get our books for Algebra. That's where Flash caught up to us.

"Hey, Penis, I missed you. I had to pick on your friend Nerd over here while you were gone,"Flash says, shoving me into my locker.

"Hate to break it to ya, but I didn't miss you," I mumble, rubbing my shoulder, which doesn't hurt as much as it should.

"What was that, Parker?"

"Nothing, Flash."

"That's what I thought." Flash saunters off in the direction of his next class and Ned and I finish getting our books.

"Dude, why didn't you tell me he was picking on you?"

"I didn't want you to worry, plus it's not like you could do anything about it."

"Yeah, but still. . ." I trail off as we walk into the classroom. The rest of the day is pretty much as boring as the first two classes were. The longer the day goes on, the more tired I get. I think I'm going to take a nap when I get home. I tell Ned I'm tired and I'm just going to go home and fall asleep. He understands and we split after PE. Luckily we only had to do a few laps around the gym, then we watched Captain America PSAs for the rest of class.

I walk home and let Uncle Ben and Aunt May know I'm going to take a nap. I climb under my covers and I know no more.

I wake up in the weird dream with the spiders again. The only thing different is that the cocoon is further along then what it was before. It's under my feet (I have no idea how they did that) and halfway to my knee. I try to step out of it, but my feet won't move. I don't know why, but I'm still not freaking out. The spiders are still building the cocoon around me when I wake up.

I open my eyes and it's dark out. I put my glasses on and look at the clock. 10:07 PM. What the heck?! Why didn't they wake me up? I jump out of bed and immediately regret the action. My entire body is sore. I groan and lay back down. I set my alarm clock for early enough that I can get my homework done and fall back asleep.

I wake up to my alarm clock going off and turn it off. I get out of bed and start on my homework. About an hour and a half later Aunt May hollers up the stairs.

"Peter! You better be awake. Ben and I are going to work."

"I'm awake Aunt May!" I holler back, "I've been working on my homework. Have a good day at work, you too Uncle Ben."

"Bye, Peter, have a good day at school," they both say.

I finish my homework and finally get ready. I don't know why, but for some reason my pencil had kept breaking. Maybe the pencil was just part of a bad batch. I shove everything into my bookbag and head downstairs for breakfast. I'm super hungry and my stomach won't stop growling. I manage to eat two bowls of cereal and a bagel. It's probably because I missed supper last night.

I do up my dishes and head out the door. I dodge all the pedestrians on their way to work or who knows where while I'm walking to school, you know, the normal, everyday thing. I make it to school a little earlier than most people. I go to my locker, get to my first class, take out a book and start reading. Jeez, now that I'm actively thinking about it, it makes my life sound boring. . . and I probably just jinxed myself.

The bell rings a warning and everybody starts showing up. The bell sounds slightly louder than normal, but I just shrug it off. Ned comes in and we start talking about the new Stark Phone coming out, even if neither of us can afford it.

The day progresses with the usual; Ned and I talking, me spacing out in class and answering questions, and, of course, Flash cornering us at every opportunity. The only thing different is that it seems like everything is becoming progressively louder. Nothing I can't tune out, but annoying all the same.

As I'm walking home everything is still getting louder and I swear I'm starting to feel the vibrations in the air and through the sidewalk. It's all getting a little too much to bear. I make it home and Aunt May and Uncle Ben are still at work and will be for a couple more hours. They're both working overtime. Uncle Ben in an office and Aunt May as a nurse.

I go to my bedroom feeling and hearing every little thing. I lay in my bed not moving with the covers pulled completely over me. I can hear and feel all the spiders in the house crawling over me. It feels like I'm in a nest and it's very comforting. It feels like-like I'm one of them. It feels like I'm a spider. I calm down enough and fall asleep.

I wake up around six and it seems like most of my senses are still enhanced, but they're bearable. I figure out I'm able to focus on what I want to hear and feel and now that I'm able to focus I can tell my sense of smell and even taste are also enhanced. Maybe that spider from OsCorp did this to me. Maybe that's why my eyesight is getting better! I block out everything that isn't normal and head downstairs, not even noticing all the spiders in my room.

Aunt May and Uncle Ben are setting the table for supper and when I walk in they don't even notice me. "Hey Uncle Ben, Aunt May." They both jump and I start laughing. Uncle Ben looks at me for a second, then he, too, starts laughing.

"Oh, Peter," Aunt May chuckles, "I was just about to come get you. Supper is ready."

I finish two helpings of spaghetti and I still probably could eat more, but I refrain myself. That is, until my stomach growls loudly.

"Go ahead and get some more, Peter," Uncle Ben tells me. "You're a growing boy. You're probably going through a growth spurt."

"Pr'olly," I say around a mouthful of spaghetti. I swallow and continue, "All I know is that I'm super hungry and tired all the time. I think I'm going to go back to bed after supper."

"You do that, Peter. If you keep this up, I swear you're going to eat us out of house and home," Aunt May jokes.

I finish eating and I'm finally full. I put my plate in the sink and head upstairs. I open the door to my room and I finally notice all the spiders in the room. I shrug my shoulders and flop down on my bed. I look up and notice the spiders are building a web. They're all working together and it looks like they are making the web super thick and strong. It looks like it will be strong enough to hold me soon. As I drift off I think about how much more welcoming that web looks than my bed.


End file.
